DEF 14A of Phillips Edison & Company, Inc., Mar 21, 2024

DEF 14A of Phillips Edison & Company, Inc.

Filed Mar 21, 2024 · FY20230001476204-24-000046

Open on EDGAR

  1. Board of Directors

    Board of Directors Our Board of Directors (the “Board”) consists of nine members, seven of whom are independent and two of whom are not independent, including Jeff Edison who serves as our CEO. Each of these directors are nominated for election at our 2024 annual stockholder meeting.

  2. Board of Directors

    | | Edison | Chao | Fischer | Quazzo | Silfen | Strong | Terry | Wang | Wood | | Age | 63 | 67 | 64 | 64 | 38 | 63 | 56 | 37 | 65 | | Tenure | 2009 | 2010 | 2019 | 2013 | 2019 | 2018 | 2023 | 2023 | 2016 | | Lead Independent Director | | ● | | | | | | | | | Independent Directors | | ● | ● | ● | ● | ● | ● | | ● | | Committees | | | | | | | | | | | Audit | | ●❖$ | ●$ | | | | ●$ | | ●$ | | Compensation | | | | | ● | ●❖ | | | ● | | Nominating & Governance | | ● | ●❖ | ●(2) | | ● | | | | | Experience / Qualifications | | | | | | | | | | | Business/Strategic Leadership | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Real Estate / Retail Industry | ● | ● | ● | ● | ● | ● | ● | ● | | | Corporate Governance | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Financial / Accounting | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Investment / Capital Markets | ● | ● | ● | ● | ● | ● | ● | | ● | | Risk Management or Oversight | ● | ● | ● | ● | ● | ● | ● | ● | ● | | Technology / Information Systems / Data and Cybersecurity | ● | ● | | | | ● | | ● | ● | | Human Capital Management | ● | ● | ● | ● | ● | ● | ● | ● | ● |

  3. Board of Directors

    (1)❖ = Chair $ = Financial Expert (2)Mr. Quazzo served as a member of the Audit Committee until February 21, 2024, at which time he was appointed to serve on the Nominating and Governance Committee.

  4. Board of Directors

    | | 2024 PROXY STATEMENT | 6 |

  5. Board Composition

    Board Composition The following charts show the composition of our nine director nominees by age, tenure, gender and racial or ethnic diversity. More information about the composition of our Board and the nominees can be found below.

  6. Ongoing Best Practices

    Ongoing Best Practices Through the Nominating and Governance Committee, the Board directly and regularly reviews developments in corporate governance and best practices and makes modifications to the committee charters and other key governance documents, policies and practices as necessary or desirable. As part of our commitment to excellence in corporate governance, the following are examples of some of our policies that are designed to align with current best practices:

  7. Ongoing Best Practices

    | | 2024 PROXY STATEMENT | 7 |

  8. SUMMARY OF KEY CORPORATE GOVERNANCE FEATURES

    SUMMARY OF KEY CORPORATE GOVERNANCE FEATURES

  9. SUMMARY OF KEY CORPORATE GOVERNANCE FEATURES

    | | 2024 PROXY STATEMENT | 8 |

  10. Our Director Nominees

    Our Director Nominees The director nominees represent a broad diversity of experience, professions, skills, geographic representation and backgrounds, enabling the Board to lead and advise PECO on its most important matters. The majority of our director nominees have decades of leadership experience in real estate, finance and investment, including several with institutional experience with PECO and the REIT industry, and those who have joined our Board more recently bring new perspectives and insights. This breadth of experience enables our Board to help guide our strategy and oversee its execution by management. Several of our director nominees have served on boards of other public companies, which we believe is valuable, and each of our director nominees has demonstrated prudent judgment and integrity in highly competitive businesses. The names and ages of the director nominees, together with certain biographical information and the experience, qualifications, attributes, and skills that led the Board to nominate and recommend that the director nominees continue to serve as directors are set forth below.

  11. Our Director Nominees

    | | JEFFREY (JEFF) S. EDISON | | | Chief Executive Officer and Chairman | | | Director Since 2009 | | | Age 63 |

  12. Our Director Nominees

    | Mr. Edison has served as PECO’s Chairman of the Board and Chief Executive Officer since December 2009 and also served as President from October 2017 to August 2019. Mr. Edison also served as Chairman of the Board and Chief Executive Officer of Phillips Edison Grocery Center REIT III, Inc. (“REIT III”) from April 2016 through the date it merged with PECO in October 2019, and served as Chairman of the Board and Chief Executive Officer of Phillips Edison Grocery Center REIT II, Inc. (“REIT II”) from 2013 through the date it merged with PECO in November 2018. Mr. Edison co-founded Phillips Edison Limited Partnership (“PELP”) and has served as a principal since 1995. Before founding PECO, Mr. Edison was a Senior Vice President from 1993 until 1995 and was a Vice President from 1991 until 1993 at NationsBank’s South Charles Realty Corporation. Prior to that, Mr. Edison was employed by Morgan Stanley Realty Incorporated from 1987 until 1990 and was employed by The Taubman Company from 1984 to 1987. Mr. Edison holds a Bachelor of Arts in mathematics and economics from Colgate University and a Master of Business Administration from Harvard University. In determining that he should serve as a director, our Board considered Mr. Edison’s extensive experience of more than 30 years in the commercial real estate industry, his leadership skills, integrity and judgment, and the deep knowledge of the Company and its assets he brings as our co-founder. |

  13. Our Director Nominees

    | | LESLIE (LES) T. CHAO | | | | | Lead Independent Director (Non-Management) | | | | | Director Since 2010 | Committee Membership: | Audit Committee (Chair) | | | Age 67 | | Nominating & Governance Committee |

  14. Our Director Nominees

    | Mr. Chao has served as a director since July 2010 and as Lead Independent Director since November 2017. He retired in 2008 as Chief Executive Officer of Chelsea Property Group, Inc., a New York Stock Exchange (“NYSE”) listed shopping center REIT with operations in the United States, Asia and Mexico (now part of Simon Property Group, NYSE: SPG), previously serving as President and Chief Financial Officer. He has been a board member of London-based Value Retail PLC since 2009; and a co-founder and chairman of entities comprising Value Retail China, a privately-held owner/developer of retail properties, since 2012. From 2005 to 2008, he was an inaugural member of the board of Link REIT, the first publicly-listed and largest REIT in Hong Kong. Earlier in his career, Mr. Chao was with Manufacturers Hanover Corporation (now part of JPMorgan Chase & Co.), ending in 1987 as a Vice President in the bank holding company treasury group. He received a Master of Business Administration from Columbia University and a Bachelor of Arts from Dartmouth College, where he is a member of the President’s Leadership Council and the advisory board of the Hopkins Center for the Arts. In determining that he should serve as a director, our Board considered Mr. Chao’s extensive domestic and international commercial real estate expertise, accounting and financial management expertise, public company director experience, integrity, judgment, leadership skills, and independence from management and our affiliates. |

  15. Our Director Nominees

    | | 2024 PROXY STATEMENT | 9 |

  16. Our Director Nominees

    | | ELIZABETH (LIZ) O. FISCHER | | | | | Independent Director (Non-Management) | | | | | Director Since 2019 | Committee Membership: | Audit Committee | | | Age 64 | | Nominating & Governance Committee (Chair) |

  17. Our Director Nominees

    | Ms. Fischer joined Goldman Sachs & Co. LLC in 1998 and most recently served as Managing Director of the Bank Debt Portfolio Group from 2010 until her retirement in May 2019, where she managed Leveraged Finance led syndicated loans. She also served four years as co-head of Goldman Sachs’ firm-wide Women’s Network for the Americas. Prior to joining Goldman Sachs, she held various positions in the leveraged finance, syndications, and risk management group at the Canadian Imperial Bank of Commerce (CIBC). Ms. Fischer began her career at KPMG LLP and was formerly a certified public accountant. She holds a Bachelor of Arts from Colgate University and a Master of Business Administration from New York University. In determining that she should serve as a director, our Board considered Ms. Fischer’s extensive financial and investment expertise, leadership skills, integrity, judgment, and independence from management and our affiliates. |

  18. Our Director Nominees

    | | STEPHEN (STEVE) R. QUAZZO | | | | | Independent Director (Non-Management) | | | | | Director Since 2013 | Committee Membership: | Nominating & Governance | | | Age 64 | | |

  19. Our Director Nominees

    | Mr. Quazzo is co-founder and Chief Executive Officer of Pearlmark Real Estate, LLC. From 1991 to 1996, Mr. Quazzo served as President of Equity Institutional Investors, Inc., a subsidiary of investor Sam Zell’s private holding company, Equity Group Investments, Inc. Mr. Quazzo was responsible for raising equity capital and performing various portfolio management services in connection with the firm’s real estate investments, including institutional opportunity funds and public REITs. Prior to joining the Zell organization, Mr. Quazzo was in the Real Estate Department of Goldman, Sachs & Co., where he was a Vice President responsible for the firm’s real estate investment banking activities in the Midwest. Mr. Quazzo holds a Bachelor of Arts and a Master of Business Administration from Harvard University, where he has served as a Director of the Alumni Association for the college and as a member of the Board of Dean’s Advisors for the business school. He is a Trustee of the Urban Land Institute (“ULI”), past Chair of the ULI Foundation, a member of the Pension Real Estate Association, and a licensed real estate broker in Illinois. In addition, Mr. Quazzo currently serves as a director of Marriott Vacations Worldwide (NYSE: VAC) and previously served as a director of ILG, Inc. (Nasdaq: ILG) until September 2018 and Starwood Hotels & Resorts Worldwide, Inc. (NYSE: HOT) until September 2016. He also sits on a number of non-profit boards, including Rush University Medical Center, the Chicago Symphony Orchestra Endowment, the Chicago Parks Foundation, and Deerfield Academy. In determining that he should serve as a director, our Board considered Mr. Quazzo’s extensive experience in the commercial real estate industry, together with his extensive investment management expertise, public company director experience, leadership skills, integrity, judgment, and independence from management and our affiliates. |

  20. Our Director Nominees

    | | 2024 PROXY STATEMENT | 10 |

  21. Our Director Nominees

    | | JANE E. SILFEN | | | | | Independent Director (Non-Management) | | | | | Director Since 2019 | Committee Membership: | Compensation Committee | | | Age 38 | | |

  22. Our Director Nominees

    | Jane Silfen is a Vice President of Mayfair Management Co., Inc., a family office where she is responsible for overseeing and making public and private investments. She has held this role since 2015. Ms. Silfen began her career in investment banking at Goldman, Sachs & Co. from 2007 to 2010 and later served as an Associate and Vice President at Encourage Capital, LLC from 2014 to 2017. In 2019 she founded Mayfair Advisors, a clean technology investment consultancy. From 2019 to 2023, she also worked at WindSail Capital Group, which provides growth financing to companies advancing decarbonization, first as an Operating Advisor working directly with WindSail’s portfolio companies and subsequently as a Managing Director on WindSail’s investment team. Ms. Silfen holds a Bachelor of Arts from the University of Pennsylvania and a Master of Public Policy and Master of Business Administration from Harvard Business School. She is also a CFA Charterholder. In determining that she should serve as a director, our Board considered Ms. Silfen’s investment experience, clean technology and sustainability expertise, integrity, judgment, and independence from management and our affiliates. |

  23. Our Director Nominees

    | | JOHN A. STRONG | | | | | Independent Director (Non-Management) | | | | | Director Since 2018 | Committee Membership: | Compensation Committee (Chair) | | | Age 63 | | Nominating & Governance Committee |

  24. Our Director Nominees

    | Since July 2010, Dr. Strong has served as Chairman and Chief Executive Officer of Bankers Financial Corporation, a diversified financial services company for outsourcing solutions for claims, policy and flood products for insurers, insurance tracking for lenders, human resources solutions for small business, warranties for consumer electronics and new homes, insurance and maintenance services for properties, businesses and builders, and surety bonds for bail. From 2005 to 2010, he served as the President and Managing Partner of Greensboro Radiology. Since 2007, Dr. Strong has served as a board member of Bankers Financial Corporation. He previously served as a director of REIT II from May 2017 to November 2018 when it merged into PECO. Dr. Strong holds a Bachelor of Science in mathematics from Duke University and a Doctor of Medicine degree from Michigan State University College of Human Medicine as well as his residency and fellowship in radiology from Duke University. In determining that he should serve as a director, our Board considered Dr. Strong’s financial and management expertise, judgment, leadership skills, and independence from management and our affiliates. |

  25. Our Director Nominees

    | | 2024 PROXY STATEMENT | 11 |

  26. Our Director Nominees

    | | ANTHONY (TONY) E. TERRY | | | | | Independent Director (Non-Management) | | | | | Director Since 2023 | Committee Membership: | Audit Committee | | | Age 56 | | |

  27. Our Director Nominees

    | Mr. Terry served as Executive Vice President and Chief Financial Officer for Marriott Vacations Worldwide Corporation (NYSE: VAC), a leading global vacation company that offers vacation ownership, exchange, rental and resort and property management, from October 2021 until his retirement in September 2023, and served as Senior Vice President, Global Operations Finance at VAC from July 2005 to September 2021. As CFO at VAC, Mr. Terry led the global finance and accounting organization as well as the feasibility and development functions. Mr. Terry spent more than 26 years with VAC and has extensive experience in strategic planning, organizational optimization and financial analysis. He held numerous roles of increasing responsibility, including leadership roles in accounting, finance, new product development, brand management, product supply management, strategic planning, M&A, investor relations and capital markets. Prior to VAC, Mr. Terry worked in various management roles at The Walt Disney Company and Arthur Andersen LLP. Mr. Terry is currently on the board of directors of Newell Brands (Nasdaq: NWL), where he serves as a member of the audit committee and is a member of the advisory committee for the Department of Finance at the University of Central Florida. Mr. Terry holds a Bachelor of Science in accounting from Florida State University and has attended the Wharton Business School Executive Development Program. In determining that he should serve as a director, the Board considered Mr. Terry’s public company expertise, corporate and operational finance expertise, strategic planning expertise, business development expertise, integrity, judgment and leadership skills. |

  28. Our Director Nominees

    | | PARILEE E. WANG | | | | | Director (Non-Management) | | | | | Director Since 2023 | Committee Membership: | None | | | Age 37 | | |

  29. Our Director Nominees

    | Since February 2023, Ms. Wang has served as the Chief Product Officer of Alloy, a global identity risk decisioning platform that helps banks and fintech companies automate their decisions for onboarding, ongoing monitoring and credit underwriting. From March 2022 to February 2023, Ms. Wang served as the Head of Product of Alloy. Prior to joining Alloy, Ms. Wang was with Bread Finance (now Bread Financial), where she served as Senior Vice President and Head of Product from June 2020 to February 2022. As a member of the senior leadership team, Ms. Wang drove the product vision and execution that led to the successful sale of Bread Finance to Alliance Data Systems in December 2021 for approximately $450 million. Ms. Wang additionally held roles at Bread Finance of Vice President and Head of Product from May 2019 to June 2020 and Senior Director and Head of Product from January 2018 to May 2019. From 2012 to 2018, Ms. Wang was with OnDeck Capital Inc., where she held various positions, ending as Senior Director, Product Management. In that role, Ms. Wang led new product development and global expansion efforts, contributing to OnDeck's approximately $1.3 billion initial public offering in December 2014. From 2008 to 2011, Ms. Wang served as Manager, Digital Business Development of Barnes & Noble.com. Ms. Wang holds a Bachelor of Arts in international relations from Stanford University, where she graduated Phi Beta Kappa with Distinction, and a Master of Business Administration from Harvard Business School, where she was a Baker Scholar. In determining that she should serve as a director, the Board considered Ms. Wang’s banking and financial technology sector experience, data-driven business development expertise, business start-up expertise, educational excellence, integrity, judgment, leadership skills and passion for supporting the Company's core values while protecting the long-term interests of shareholders. |

  30. Our Director Nominees

    | | 2024 PROXY STATEMENT | 12 |

  31. Our Director Nominees

    | | GREGORY (GREG) S. WOOD | | | | | Independent Director (Non-Management) | | | | | Director Since 2016 | Committee Membership: | Audit Committee | | | Age 65 | | Compensation Committee |

  32. Our Director Nominees

    | Mr. Wood served as Executive Vice President and Chief Financial Officer of EnergySolutions, Inc., a leading services provider to the nuclear industry, from June 2012 until his retirement in June 2023. Prior to that, Mr. Wood held the role of Chief Financial Officer at numerous public and private companies, including Actian Corporation, Silicon Graphics, Liberate Technologies, and InterTrust Technologies. Mr. Wood was a director of Steinway Musical Instruments, Inc. from October 2011 to October 2013, where he also served as Chairman of the Audit Committee. Mr. Wood, formerly a certified public accountant, holds a Bachelor of Business Administration in accounting from the University of San Diego and a Juris Doctor from the University of San Francisco School of Law. In determining that he should serve as a director, our Board considered Mr. Wood’s accounting and financial management expertise, public company director experience, integrity, judgment, and independence from management and our affiliates. |

  33. BOARD LEADERSHIP STRUCTURE

    BOARD LEADERSHIP STRUCTURE The Board believes it should have the flexibility to periodically (i) determine the leadership structure that is best for the Company and (ii) review such structure to determine whether it continues to serve the Company and its stockholders. The current leadership structure of the Board features the following:

  34. BOARD LEADERSHIP STRUCTURE

    | CHAIRMAN OF THE BOARD | Mr. Jeffrey S. Edison | | LEAD INDEPENDENT DIRECTOR | Mr. Leslie T. Chao | | BOARD COMMITTEES | Independent directors only |

  35. BOARD LEADERSHIP STRUCTURE

    Since the Chairman of the Board (“Chairman”) is an employee of the Company, the Board also elects a Lead Independent Director from its independent directors. The Board believes this leadership structure provides a well-functioning and effective balance between strong management leadership and appropriate oversight by the Lead Independent Director. With Mr. Edison as both Chief Executive Officer (“CEO”) and Chairman, Mr. Chao as the Lead Independent Director, and committees comprised exclusively of independent directors, the Board believes this is the optimal structure to guide the Company and maintain the focus required to achieve the business goals and grow stockholder value.

  36. Chairman of the Board

    Chairman of the Board As Chairman, Mr. Edison presides over stockholder and Board meetings, oversees the setting of the agenda for those meetings and the dissemination of information about the Company to the Board, and represents the Company at public events. Mr. Edison has served as our Chairman and CEO since December 2009.

  37. Lead Independent Director

    Lead Independent Director

  38. Lead Independent Director

    | Mr. Chao has served as our Lead Independent Director since November 2017. The Lead Independent Director consults periodically with the Chairman and CEO on Board matters, Board agendas, and issues facing the Company. In addition, the Lead Independent Director: (i) serves as the principal liaison between the Chairman and the independent directors; (ii) presides at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors; and (iii) performs such other duties as may be assigned by the Board. | |

  39. Director Compensation

    Director Compensation Our director compensation program is intended to provide a total compensation package that enables the Company to attract and retain qualified and experienced directors, and to align our directors’ interests with those of our stockholders by including a substantial portion of their compensation in shares of our common stock. Non-employee director compensation is set by the Compensation Committee. Based upon an extensive analysis of director compensation of other publicly traded REITs undertaken by the Compensation Committee in 2023, we believe our director compensation program continues to be commensurate with our peers so that we continue to draw and keep qualified and experienced directors on our Board.

  40. NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

    NON-EMPLOYEE DIRECTOR COMPENSATION PROGRAM

  41. Director Compensation Table

    Director Compensation Table The following table sets forth the compensation of our non-employee directors who served on the Board during 2023. Mr. Edison did not receive any compensation for his service as a director and his compensation as a NEO is set forth in the Summary Compensation Table.

  42. Director Compensation Table

    | | | Stock | All Other | | | | Fees Earned or Paid | Awards | Compensation | | | | in Cash ($)(1) | ($)(2) | ($)(3) | Total ($) | | Leslie T. Chao | 146,250 | 110,000(4) | 6,892 | 263,142 | | Elizabeth O. Fischer | 97,500 | 110,000(4) | 6,892 | 214,392 | | Paul J. Massey, Jr.(5) | 20,000 | — | 3,150 | 23,150 | | Stephen R. Quazzo | 78,750 | 110,000(4) | 6,892 | 195,642 | | Jane E. Silfen | 77,500 | 110,000(4) | 6,892 | 194,392 | | John A. Strong | 93,750 | 110,000(4) | 6,892 | 210,642 | | Anthony E. Terry | 13,500 | 57,562(6) | 164 | 71,226 | | Parilee E. Wang | 32,860 | 94,630(7) | 1,330 | 128,820 | | Gregory S. Wood | 90,000 | 110,000(4) | 6,892 | 206,892 |

  43. Director Compensation Table

    (1)Represents cash fees earned in 2023, certain of which were paid in 2024 in arrears. (2)Represents the aggregate grant date fair value of restricted stock awards made to our directors in 2023, calculated in accordance with Accounting Standards Codification 718, Compensation - Stock Compensation (“ASC 718”), excluding any estimated forfeitures related to service-based vesting conditions. The amounts reported in this column reflect the accounting cost for these restricted stock awards, and do not correspond to the actual economic value that may be received by the director upon vesting of the awards. Assumptions used in the calculation of these amounts are included in Note 13 to our consolidated financial statements for the year ended December 31, 2023. (3)Represents dividends paid on unvested restricted stock. (4)As of December 31, 2023, unvested restricted stock held by each of Messrs. Chao, Quazzo, Strong and Wood and Mses. Fischer and Silfen totaled 5,387 shares. (5)Mr. Massey resigned from the Board effective March 22, 2023 and, as a result, did not receive an annual equity award in 2023. (6)As of December 31, 2023, unvested restricted stock held by Mr. Terry totaled 1,683 shares. (7)As of December 31, 2023, unvested restricted stock held by Ms. Wang totaled 2,776 shares.

  44. Proposal 1: Election of Directors

    Proposal 1: Election of Directors You are being asked to elect nine director nominees to serve on our Board until the Company’s 2025 Annual Meeting of stockholders and until their respective successors are duly elected and qualify. Our nominees were selected by the Board, based on the recommendation of the Nominating and Governance Committee. All nine nominees currently serve on our Board. All nominees are willing to serve as directors, but if any of them should decline or be unable to act as a director, the individuals designated in the proxy cards as proxies will exercise the discretionary authority provided to vote for the election of such substitute nominee recommended by our Nominating and Governance Committee. Election of each of the nominees requires the affirmative vote of the majority of total votes cast with respect to his or her election (that is, the number of votes cast “FOR” the nominee must exceed the number of votes cast “AGAINST” the nominee). Votes cast include votes against but exclude abstentions and broker non-votes with respect to a nominee’s election, and abstentions and broker non-votes will have no effect on the election of any director. The majority voting standard does not apply, however, in a contested election where the number of director nominees exceeds the number of directors to be elected at an Annual Meeting of stockholders. In such circumstances, directors will instead be elected by a plurality of all the votes cast at the Annual Meeting at which a quorum is present. The election of directors at our Annual Meeting this year is not contested.

  45. Proposal 1: Election of Directors

    | THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” EACH OF THE DIRECTOR NOMINEES |

  46. Summary of Fixed and At Risk Pay Elements

    | | ELEMENT | FORM | DESCRIPTION | | Fixed Compensation | Base Salary | Cash | •Designed to compensate executive officers for services rendered on a day-to-day basis •Provides guaranteed cash compensation to secure services of our executive talent •Established based on scope of responsibilities, experience, performance, contributions, and internal pay equity considerations •Compensation Committee reviews annually | | Variable/ At-Risk Compensation | Annual Incentive Plan | Cash Bonus | •Designed to encourage outstanding individual and Company performance by motivating executives to achieve short-term Company and individual goals by rewarding performance measured against key annual strategic objectives •2023 Company performance metrics were Adjusted FFO per share and Same-Center NOI growth | | | Long-Term Incentive Plan | Performance- Based Awards | •Compensation Committee believes a substantial portion of each executive’s compensation should be in the form of long-term equity incentives •Designed to encourage management to create stockholder value over the long term; value of equity awards directly tied to changes in value of our common stock over time •2023 awards were 60% performance-based and 40% time-based, as more fully described below | | | | Time- Based Awards | |

  47. EXECUTIVE COMPENSATION OBJECTIVES AND PHILOSOPHY

    EXECUTIVE COMPENSATION OBJECTIVES AND PHILOSOPHY The key objectives of our executive compensation program are to: (i) attract, motivate, reward, and retain superior executive officers with the skills necessary to successfully lead and manage our business; (ii) achieve accountability for performance by linking annual cash incentive compensation to the achievement of measurable performance objectives; and (iii) incentivize our executive officers to build value and achieve financial objectives designed to increase the value of our business through short-term and long-term incentive compensation programs. For our executive officers, these short-term and long-term incentives are designed to accomplish these objectives by providing a significant correlation between our financial results and their actual total compensation. We expect to continue to provide our executive officers with a significant portion of their compensation through cash incentive compensation contingent upon the achievement of financial and individual performance metrics as well as through equity compensation. These two elements of executive compensation (cash and equity) are aligned with the interests of our stockholders because the amount of compensation ultimately received will vary with our financial performance. Our SOP and our Insider Trading Policy further align the interests of our NEOs with the long-term interests of our stockholders. We seek to apply a consistent compensation philosophy for all executive officers.

  48. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee engaged Ferguson Partners Consulting (“FPC”) to provide guidance regarding our executive compensation program for 2023. FPC regularly attends Compensation Committee meetings at the Compensation Committee’s invitation. The Compensation Committee performs an annual assessment of the compensation consultant’s independence to determine whether the consultant is independent. During 2023, FPC did not provide services to the Company other than the services provided to the Compensation Committee. The Compensation Committee has determined that FPC is independent and that its work has not raised any conflicts of interest.

  49. Benchmarking and Peer Group Comparisons

    Benchmarking and Peer Group Comparisons The Compensation Committee reviews competitive compensation data from a select group of peer companies and broader survey sources. Although comparisons of compensation paid to our NEOs relative to compensation paid to similarly situated executives in the survey and by our peers assist the Compensation Committee in determining compensation, the Compensation Committee principally evaluates executive compensation based on corporate objectives and individual performance. For 2023, FPC proposed, and the Compensation Committee approved, the use of the following peer group of companies (with whom we compete for talent) to benchmark our pay practices. The companies considered by FPC in developing the peer group included other shopping center focused public REITs, generally between 0.5x and 2.0x the Company’s size, companies which analysts generally compare our performance against and other companies within the Nareit Shopping Center REIT Index of comparable total capitalization.

  50. Benchmarking and Peer Group Comparisons

    | | 2024 PROXY STATEMENT | 33 |

  51. Benchmarking and Peer Group Comparisons

    | Acadia Realty Trust | InvenTrust Properties Corp. | Retail Opportunity Investments Corp. | | American Assets Trust, Inc. | Kimco Realty Corporation | SITE Centers Corp. | | Brixmor Property Group Inc. | Kite Realty Group Trust | Spirit Realty Capital, Inc. | | Federal Realty Investment Trust | Regency Centers Corporation | |

  52. Benchmarking and Peer Group Comparisons

    To further assess our compensation levels for 2023, FPC also furnished a report to the Compensation Committee that compared the compensation of our executive officers to data in the survey provided by the National Association of Real Estate Investment Trusts, or Nareit (the “Nareit Survey”). The Nareit Survey includes 123 REITs and provides a broad market reference of REITs, including retail REITs, many of which compete with us for executive talent.

  53. 2023 Annual Cash Incentive Program

    2023 Annual Cash Incentive Program

  54. Program Design

    Program Design In February 2023, the Compensation Committee, in consultation with FPC, approved the 2023 annual cash incentive program for our executive officers. The 2023 annual cash incentive program used the same Company performance measures, Adjusted FFO per share and Same-Center NOI growth, as in 2022. Accordingly, under the 2023 annual cash incentive program, for all executive officers, the weighting of Company and individual performance was as follows: The Compensation Committee chose the relative weighting of the performance measures in the chart above based on its desire to emphasize financial results while maintaining a focus on non-financial initiatives.

  55. Company Performance Goals

    Company Performance Goals The Compensation Committee believes that Adjusted FFO per share is an appropriate and effective measure of annual Company-wide performance. Adjusted FFO is a non-GAAP performance measure that is calculated as Core FFO adjusted to subtract recurring capital expenditures, tenant improvement costs, and leasing commissions and exclude: (i) straight-line rent and non-cash adjustments, such as amortization of market lease adjustments, debt discounts, deferred financing costs, and market debt adjustments; (ii) non-cash share-based compensation expenses; and (iii) our prorated share of the aforementioned adjustments for our unconsolidated joint ventures. Core FFO is derived from Nareit FFO. Core FFO adjusts Nareit FFO for (i) depreciation and amortization of corporate assets; (ii) changes in the fair value of the earn-out liability; (iii) amortization of unconsolidated joint venture basis differences; (iv) gains (or losses) on the extinguishment or modification of debt and other; (v) other impairment charges; (vi) transaction and acquisition expenses; and (vii) realized performance income. Adjustments for unconsolidated

  56. Company Performance Goals

    | | 2024 PROXY STATEMENT | 35 |

  57. Company Performance Goals

    partnerships and unconsolidated joint ventures are calculated to reflect Core FFO and Adjusted FFO on the same basis. Nareit FFO is a non-GAAP performance financial measure that is widely recognized as a measure of REIT operating performance. Nareit FFO is net income (loss) computed in accordance with GAAP, excluding: (i) gains (or losses) from sales of property and gains (or losses) from change in control; (ii) depreciation and amortization related to real estate; (iii) impairment losses on real estate and impairments of in-substance real estate investments in investees that are driven by measurable decreases in the fair value of the depreciable real estate held by the unconsolidated partnerships and joint ventures; and (iv) adjustments for unconsolidated partnerships and joint ventures, calculated to reflect FFO on the same basis. For a reconciliation of how we calculate Nareit FFO, Core FFO, Adjusted FFO, and Same-Center NOI from GAAP Net Income, please see Annex A. The Compensation Committee believes that Same-Center NOI growth is an appropriate and effective measure of financial performance compared to the prior year. Same-Center NOI is a non-GAAP performance financial measure that is widely used to highlight operating trends such as occupancy rates, rental rates, and operating costs on shopping centers that were operational for both comparable periods. The 2023 performance criteria for the Company performance metrics is set forth in the table below. Performance achievement between designated levels is interpolated. Payout is based 50% on achievement against Adjusted FFO per share goals, 20% against Same-Center NOI Growth and 30% based on individual performance. The maximum payout for each metric is 150% of target, regardless of performance achieved. The threshold levels were set based on a level of performance that was believed to be achievable in order to motivate and retain the Company’s executives. The target levels were set based on a level of operating performance that was believed to be aggressive, but obtainable. The maximum levels were set based on a level of operating performance that was believed to be realizable, but only as a result of exceptional performance. The Compensation Committee has the discretion to adjust the performance goals used to determine performance achievement to take into account extraordinary, unusual or infrequently occurring events and transactions not anticipated at the time the performance goals were set. No adjustments were made to the originally set 2023 performance goals.

  58. Short-Term Incentive Program Performance Against Performance Targets

    Short-Term Incentive Program Performance Against Performance Targets The 2023 performance criteria for the Company performance metrics, and our actual performance, are set forth below:

  59. Short-Term Incentive Program Performance Against Performance Targets

    | | Threshold | Target | Maximum | | | | Performance Metric | (0.5x Payout) | (1.0x Payout) | (1.5x Payout) | Actual | Weighting(1) | | Adjusted FFO per Share(2) | $1.80 | $1.87 | $1.95 | $1.88 | 50% | | Same-Center NOI Growth | 3.1% | 3.6% | 4.6% | 4.2% | 20% |

  60. Short-Term Incentive Program Performance Against Performance Targets

    (1)30% of the short-term incentive is based on individual performance metrics. (2)See Annex A starting on page A-1 for definition and reconciliation. The Company’s actual performance as compared to the target goals for Adjusted FFO per share achieved above target performance yielding 53.2% payout after weighting, and Same-Center NOI Growth achieved above target performance yielding 26.3% payout after weighting, totaling 79.5% of target payout opportunity for achievement of the Company goals.

  61. Individual Performance Goals

    Individual Performance Goals The Compensation Committee also reviewed the performance of each NEO against his or her individual goals, which represents 30% of the payout opportunity under the annual cash program. The individual goals, as originally set in February 2023, included, for all NEOs, individual performance related to the achievement of the Company’s financial and operational performance targets and leadership goals, as well as the individual goals for each NEO described below. •Mr. Edison: Goals relating to creating and advancing the Company’s strategic vision, the Company’s strategy to maximize long term value and institutional investor and partner relations. •Mr. Murphy: Goals relating to revenue and profitability of the Company’s investment management business, performance and liquidation plans for joint ventures, investment management business acquisitions, and revenue from alternative investments.

  62. Individual Performance Goals

    | | 2024 PROXY STATEMENT | 36 |

  63. Individual Performance Goals

    •Mr. Myers: Goals relating to launching development/redevelopment projects within budget, budgeted acquisitions and dispositions and cost controls. •Mr. Caulfield: Goals relating to the Company’s leverage levels, internal controls, enterprise risk management, investor relations, and cost controls. •Ms. Brady: Goals relating to overseeing the Company’s transactional activity, leading Corporate Responsibility strategy, and enterprise risk management. The Compensation Committee determined that for 2023 the individual goals for each NEO were achieved above target performance yielding a 40.5% payout after weighting, which when combined with the 79.5% payout on the Company performance goals, yielded a total cash incentive payout of 120% of target payout opportunity.

  64. Long-Term Equity Incentive Program

    Long-Term Equity Incentive Program The Compensation Committee believes that a substantial portion of each executive’s annual compensation should be in the form of long-term equity incentive awards. Long-term equity incentive awards encourage management to create stockholder value over the long term because the value of the equity awards is directly attributable to changes in the value of our common stock over time. In addition, long-term equity incentive awards are an effective tool for management retention because full vesting of the awards generally requires continued employment for multiple years. As such, the purpose of our Long-Term Equity Incentive Program (“LTI Program”) is to further align the interests of our stockholders with that of management by encouraging our NEOs to remain employed by us for the long term and to create stockholder value in a “pay for performance” structure.

  65. Long-Term Equity Incentive Program

    | | 2024 PROXY STATEMENT | 37 |

  66. 2023 Long-Term Equity Incentive Program

    2023 Long-Term Equity Incentive Program

  67. 2023 Long-Term Equity Incentive Program

    | 2023 LTI Program Highlights Performance LTI Awards | | | Majority Performance Based | •Our performance-vesting LTI Awards represent 60% of our LTI Program and are earned based upon our TSR relative to the FTSE Nareit Equity Shopping Center Index. | | 100% Relative TSR | | | Absolute TSR Modifier | •Additionally, the number of performance-vesting shares or units subject to a LTI Award that may be earned is capped at target payout if the Company’s absolute TSR percentage is negative for the performance period, but the portion of the LTI Award that would have vested above target can be earned if the Company’s absolute TSR percentage becomes positive as measured from the beginning of the performance period to the last day of any calendar quarter within five years following the performance period. |

  68. 2023 Long-Term Equity Incentive Program

    In February 2023, the Compensation Committee approved the 2023 LTI Program for NEOs. Pursuant to the 2023 LTI Program, we issued awards, or LTI Awards, in the form of time-based vesting units representing 40% of 2023 LTI Award value and performance-based vesting units representing 60% of 2023 LTI Award value. As part of our annual grant process for our LTI Awards, each NEO is given the opportunity to elect to receive the annual time-based and performance-based LTI Awards in the form of either (i) rights with respect to common stock, or (ii) rights with respect to units in Phillips Edison Grocery Center Operating Partnership I, L.P. (our “Operating Partnership”) (“OP Units”). These elections are completed prior to the grant date of the respective LTI Award. If rights with respect to common stock are elected by the individual, then the LTI Award is in the form of time-based restricted stock units (“RSUs”) or performance-based RSUs, as applicable. If rights with respect to OP Units are elected by the individual, then the LTI Award is in the form of time-based Class B limited partnership units of our Operating Partnership (“Class B Units”) or performance-based Class C limited partnership units of our Operating Partnership (“Class C Units”). Class B Units and Class C Units are intended to qualify as profits interests in the Operating Partnership and, pursuant to our Operating Partnership’s partnership agreement, automatically convert on a one-for-one basis into OP Units once the Class B Units or Class C Units, as applicable, achieve parity with the OP Units (based on capital account balance per unit) and have satisfied all applicable time-vesting and performance-vesting conditions. For 2023, Messrs. Edison, Murphy, Myers and Caulfield and Ms. Brady each elected to receive Class B Units for their time-based and Class C Units for their performance-based LTI Awards. Under the 2023 LTI Program, each NEO’s performance-based LTI Award represented 60% of the aggregate value of the NEO’s target award and each NEO’s time-based LTI Award represented 40% of the aggregate value of the NEO’s target award. In February 2023, the Compensation Committee determined the grant values denominated in dollars for the performance-based LTI Awards (the target grant values for the time-based LTI Awards had been determined in February 2022 for grants made in February 2023 based on the Committee’s assessment of the executive’s 2022 performance). The LTI Awards, Class B and Class C Units, were then formally granted on March 1st based on our closing stock price on the date of grant. The time-based LTI Awards vest in equal 25% annual installments over a four-year period, subject to the executive’s continued employment through the relevant vesting dates. The performance-based LTI Awards are earned based on the achievement of specified performance metrics measured at the end of the three-year performance period and are subject to vesting as described below. For performance-based LTI Awards, the maximum number of shares or units that can be earned are awarded on the date of grant, representing two times the target number that can be earned. At the end of the performance period, 50% of the earned performance-based LTI Awards granted to Messrs. Edison, Myers and Caulfield and Ms. Brady vest at the end of the three-year performance period and the remaining 50% of the earned performance-based LTI Awards vest one year later, subject to continued employment through the applicable vesting period. 100% of the earned performance-based LTI Awards granted to Mr. Murphy vest at the end of the three-year performance period. The Compensation Committee may, in its discretion, accelerate the vesting schedule.

  69. 2023 Long-Term Equity Incentive Program

    | | 2024 PROXY STATEMENT | 38 |

  70. 2023 Long-Term Equity Incentive Program

    The 2023 LTI Awards granted to our NEOs in March 2023 are set forth in the table below. The amounts set forth below reflect the 2023 LTI Awards the dollar-denominated value approved by the Compensation Committee. The dollar-denominated value of the performance-based awards represents the target level of performance achievable under the 2023 LTI Program, which is 50% of the maximum performance-based award that can be earned and paid. The number of performance-based awards granted each year is equal to the maximum amount that can be earned, and if such maximum amount is not earned, the performance-based awards that are not earned are forfeited.

  71. 2023 Long-Term Equity Incentive Program

    | | Time-Based | Performance-Based | Total LTI Award Values | | | LTI | LTI Awards at | Granted in 2023 at | | Name | Awards ($) | Target ($) | Target ($)(1) | | Jeffrey S. Edison | 1,216,812 | 2,250,296 | 3,467,108 | | Devin I. Murphy | 374,393 | 578,400 | 952,793 | | Robert F. Myers | 374,393 | 578,400 | 952,793 | | John P. Caulfield | 265,218 | 419,993 | 685,211 | | Tanya E. Brady | 159,996 | 252,006 | 412,002 |

  72. 2023 Long-Term Equity Incentive Program

    (1) The grant date fair value of the 2023 LTI Awards determined in accordance with ASC 718 shown in the Summary Compensation Table differs from this value approved by the Compensation Committee due, in part, to the accounting valuation of the 2023 LTI Awards, which employed a Monte Carlo simulation instead of the closing stock price on the date of grant. Beginning in 2022, the Compensation Committee approved a change in the Company’s performance-based LTI Program such that the performance-based component of awards under the program will be based on a single metric, TSR relative to the FTSE Nareit Equity Shopping Center Index (“Relative TSR”), as illustrated in the below graphic. The Company believes linking the long-term compensation of our executives to TSR aligns with the best interest of our stockholders as a public company.

  73. 2023 Long-Term Equity Incentive Program

    | PRE-IPO 2020 AND 2021 LONG-TERM INCENTIVE PLAN | | POST-IPO 2022 LONG-TERM INCENTIVE PLAN | | 50% Three-Year Relative Average Same-Center NOI Growth vs. Peer Group 50% Three-Year Relative Core FFO per Share Growth vs. Peer Group | | 100% Three-Year Relative TSR vs. FTSE Nareit Equity Shopping Center Index |

  74. 2023 Long-Term Equity Incentive Program

    At the end of the three-year performance period for the 2023 LTI Awards, other than for Mr. Murphy, 50% of the award earned based on achievement of the performance metric vests and the remaining 50% of the earned award vests on the one-year anniversary of such date, subject to continued employment through the applicable vesting date. For Mr. Murphy, 100% of the Class C Units earned under his performance-based 2023 LTI Award will vest when earned at the end of the three-year performance period. If Mr. Murphy’s employment terminates for any reason other than by the Company for cause, he will remain eligible to vest in the performance-based LTI Award as follows: (i) if the termination occurs before 50% of the performance period has elapsed, a pro-rated portion of the award actually earned will vest based on performance at the end of the performance period, with the proration calculated based on the ratio of the number of days employed during the performance period to the total number of days in the performance period, and (ii) if the termination occurs after 50% or more of the performance period has elapsed, 100% of the Class C Units actually earned at the end of the performance period will vest. The threshold, target, and maximum levels for the performance-based 2023 LTI Awards were as follows:

  75. 2023 Long-Term Equity Incentive Program

    | | Threshold | Target | Maximum | | Metric | (50% of Target Payout) | (100% of Target Payout) | (200% of Target Payout) | | Relative TSR | 30th Percentile | 50th Percentile | 75th Percentile | | | of FNSC | of FNSC | of FNSC |

  76. 2023 Long-Term Equity Incentive Program

    In addition, a Company absolute TSR modifier will be applied if the Company’s three-year absolute TSR percentage at the end of the performance period is negative (the “Absolute TSR Modifier”). Specifically, to the extent that any portion

  77. 2023 Long-Term Equity Incentive Program

    | | 2024 PROXY STATEMENT | 39 |

  78. 2023 Long-Term Equity Incentive Program

    of the award above the target level is earned based on achievement of the relative TSR performance metric at the end of the performance period, but the Company’s absolute TSR percentage at the end of the performance period is negative, the portion of the award that is earned at the end of the performance period will be capped at the target amount. The remaining amount of the award that would have been earned based on achievement of the performance metric (the “Contingent Portion”) will become earned and vested if and when the Company’s absolute TSR performance is positive measured from the last day of the performance period through the last day of any calendar quarter within five years following the completion of the performance period (when compared to the share value at the beginning of the performance period). In the event that such share value target is not achieved as described above, the Contingent Portion will be forfeited. The Compensation Committee has established the 2024 LTI Program, with updated goals, on substantially the same terms as the 2023 LTI Program.

  79. Payout under the 2021 LTI Program

    Payout under the 2021 LTI Program The performance period for the performance-based LTI Awards granted under the 2021 LTI Program commenced January 1, 2021 and ended on December 31, 2023. For the 2021 performance-based LTI Awards, there were two separate, equally-weighted performance metrics: (i) three-year average Same-Center NOI growth measured against a peer group (listed below) of public retail REITs; and (ii) three-year average Core FFO per share growth measured against the same peer group. As set forth in the table below, based on our performance through December 31, 2023, these LTI Awards were earned at 80.2% percent of target. 50% of the 2021 performance-based LTI Awards that were earned vested on December 31, 2023 (upon the completion of the performance period) and the remaining 50% vests on December 31, 2024, subject to continued employment through the applicable vesting date. For the 2021 performance-based LTI Awards, the peer group* was as follows: Brixmor Property Group RPT Realty Kimco Realty Corporation Regency Centers Corporation Kite Realty Group Trust Retail Opportunity Investments Corp. * At the time of grant, Retail Properties of America, Inc. and Weingarten Realty Investors were included in this peer group, but each has since been involved in a merger transaction with one of the peer companies above. RPT results have been included through September 30, 2023 as it was acquired by Kimco Realty on January 2, 2024. The threshold, target, and maximum levels for the 2021 performance-based LTI Awards were as follows:

  80. Payout under the 2021 LTI Program

    | 2021 - 2023 LTI Program Performance Period and Metrics | Weighting | Threshold (50% of Target Payout) | Target (100% of Target Payout) | Maximum (200% of Target Payout) | | Three-Year Average Same-Center NOI Growth vs. Peers | 50% | 25th Percentile of Peer Group | 50th Percentile of Peer Group | 75th Percentile of Peer Group | | Three-Year Average Core FFO per Share Growth vs. Peers | 50% | 25th Percentile of Peer Group | 50th Percentile of Peer Group | 75th Percentile of Peer Group |

  81. Summary of 2021 LTI Program Achievement

    Summary of 2021 LTI Program Achievement

  82. Summary of 2021 LTI Program Achievement

    | 2021 - 2023 LTI Program Performance Period and Metrics | Weighting | Performance | Result | Earned % | | Three-Year Average Same-Center NOI Growth vs. Peers | 50% | 5.63% | 65th Percentile | 160.4% of target award | | Three-Year Average Core FFO per Share Growth vs. Peers | 50% | 5.8% | 13th Percentile | 0% of target award | | Total Percentage of Target Award Earned Based on Operating Performance Metrics, after weighting | | | | 80.2% of target award |

  83. Summary of 2021 LTI Program Achievement

    | | 2024 PROXY STATEMENT | 40 |

  84. Summary of 2021 LTI Program Achievement

    The following table sets forth the status of our LTI Program for completed and outstanding performance units. Outstanding status of outstanding performance units is based on a truncated performance period through December 31, 2023, and is not necessarily indicative of actual performance at the end of the applicable three-year performance period.

  85. Dividends and Distributions

    Dividends and Distributions Holders of unvested time-based RSUs are paid cash dividend equivalents on a quarterly basis, and holders of time-based unvested Class B Units are paid monthly cash distributions, in each case in an amount equal to the cash dividends paid by the Company. Performance-based LTI Awards accrue dividend or distribution equivalents during the performance period. For performance-based RSUs, accrued dividend equivalents are paid in cash when and only to the extent the performance-based RSUs are earned and shares of common stock are issued. The 50% portion of the earned RSUs that are subject to vesting for one year following the end of the performance-period continue to be paid cash dividends during the vesting period as earned awards. In accordance with the Operating Partnership agreement, holders of performance-based Class C Units are entitled to receive cash distributions in an amount per unit equal to, in the case of unearned Class C Units, 10% of the distributions made by the Operating Partnership with respect to OP Units during the performance period and, in the case of earned Class C Units, the distributions made by the Operating Partnership with respect to OP Units, which generally are in an amount per unit equal to the per share declared monthly dividends on our common stock. Upon satisfaction of the performance condition at the end of the performance period, the distributions that would have been payable on such earned Class C Units from the beginning of the performance period are determined (net of the 10% monthly distributions made during the performance period with respect to such units), and are paid to the holder in the form of additional earned Class C Units (or cash, in the Company’s discretion), which are subject to vesting in the same manner as the underlying earned Class C Units. Beginning with the 2023 LTI Awards, these dividend and distribution equivalents issued will be in the form of fully vested Class B Units.

  86. Employment, Severance, Change in Control, and Other Arrangements

    Employment, Severance, Change in Control, and Other Arrangements

  87. Executive Change in Control Severance Plan

    Executive Change in Control Severance Plan Our Amended and Restated Executive Change in Control Severance Plan for NEOs, or the Severance Plan, provides for specified payments and benefits in connection with a termination of employment by the Company not for Cause or a resignation by the executive for Good Reason (as each such term is defined in the Severance Plan). Our goal in providing Severance Plan payments and benefits is to offer sufficient cash continuity protection such that our NEOs will focus their full time and attention on the requirements of the business rather than the potential implications for their respective positions. We prefer to have certainty regarding the potential severance amounts payable to the NEOs, rather than negotiating severance at the time employment terminates. We also have determined that accelerated vesting provisions with respect to outstanding equity awards in connection with a qualifying termination of employment are appropriate because they encourage our NEOs to stay focused on the business in those circumstances rather than focusing on the potential implications for them personally. To receive the severance payments and benefits under the Severance Plan, the NEOs must execute a general release of claims and comply with non-competition and non-solicitation provisions that apply for 18 months (or 24 months in the case of Mr. Edison) following termination of employment and confidentiality provisions that apply during and following termination of employment.

  88. Vesting Agreement with Mr. Murphy

    Vesting Agreement with Mr. Murphy In October 2017, we entered into an agreement with Mr. Murphy regarding the vesting of his equity incentive awards (the “Murphy Vesting Agreement”). Pursuant to the Murphy Vesting Agreement, all time-based equity awards granted to Mr. Murphy vested upon the earlier of the vesting date set forth in the applicable equity award agreement and the date Mr. Murphy reached both (i) age 58 and (ii) a combined age and continuous years of service with the Company of 65 years (such date, the “Murphy Retirement Eligibility Date”). The Murphy Retirement Eligibility Date occurred in June 2019. The Murphy Vesting Agreement further provides that if Mr. Murphy’s employment terminates following the Murphy Retirement Eligibility Date, he remains eligible to vest in any performance-based LTI Awards as follows: (a) if his retirement occurs before 50% of the performance period has elapsed, then he will vest in a prorated portion of any performance-based LTI Awards actually earned based on performance at the end of the performance period, with the proration calculated based on the ratio of the number of days Mr. Murphy was employed during the performance period to the total number of days in the performance period and (b) if his retirement occurs after 50% or more of any performance period has elapsed, then Mr. Murphy will vest in any performance-based LTI Awards that are actually earned at the end of the performance period for each such LTI Award. The provisions of the Murphy Vesting Agreement do not apply to Mr. Murphy’s award of Class B Units granted in connection with our IPO.

  89. Tax and Accounting Considerations

    Tax and Accounting Considerations We have not provided or agreed to provide any of our executive officers or directors with a gross-up or other reimbursement for tax amounts they might pay pursuant to Section 4999 or Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Sections 280G and 4999 of the Code provide that executive officers, directors who hold significant stockholder interests, and certain other service providers could be subject to significant additional taxes if they receive payments or benefits in connection with a change in control of our Company that exceed certain limits, and that we or our successor could lose a deduction on the amounts subject to the additional taxes. Section 409A also imposes additional significant taxes on the individual if an employee, director or service provider receives “deferred compensation” that does not meet the requirements of Section 409A. Section 162(m) of the Code limits the annual compensation deduction available to publicly held corporations to $1.0 million for certain “covered employees,” which generally includes our NEOs. If Section 162(m) applies for a particular year, our taxable income will increase by the amount of the disallowed compensation deduction. To maintain our REIT status, we are required to distribute at least 90% of our taxable income to our stockholders in the form of dividends. The increase in taxable income resulting from the application of Section 162(m) will be taken into account as the Board determines the amount of dividends to be paid to our stockholders in future years. Although the Compensation Committee intends to consider the impact of Section 162(m) in structuring compensation programs, the Compensation Committee expects its primary focus to be on creating programs that address the needs and objectives of the Company regardless of the impact of Section 162(m). As a result, the Compensation Committee may make awards and structure programs that are not deductible under Section 162(m).

  90. Summary Compensation Table

    Summary Compensation Table The following table and footnotes provide information regarding the compensation of our NEOs for the years presented:

  91. Summary Compensation Table

    | | | | | Stock Awards | Non-Equity | All Other | | | Name and Principal Position | Year | Salary | Bonus | | Incentive Plan | | Total ($) | | | | | | | Compensation | Compensation | | | | | ($) | ($)(1) | ($)(2) | ($)(3) | ($)(4) | | | Jeffrey S. Edison | 2023 | 907,460 | — | 4,174,387 | 1,606,800 | 457,581 | 7,146,228 | | Chairman of the Board | 2022 | 880,077 | — | 4,137,071 | 1,495,000 | 335,703 | 6,847,851 | | and Chief Executive Officer | 2021 | 846,731 | 562,500 | 5,802,345 | 1,312,500 | 282,968 | 8,807,044 | | Devin I. Murphy | 2023 | 523,223 | — | 1,098,443 | 630,000 | 84,685 | 2,336,351 | | President | 2022 | 507,338 | — | 1,128,834 | 586,040 | 120,351 | 2,342,563 | | | 2021 | 489,246 | 661,500 | 3,194,945 | 73,500 | 94,368 | 4,513,559 | | Robert F. Myers | 2023 | 523,223 | — | 1,130,575 | 630,000 | 136,035 | 2,419,833 | | Chief Operating Officer | 2022 | 507,338 | — | 1,296,538 | 586,040 | 110,399 | 2,500,315 | | and Executive Vice President | 2021 | 489,246 | 220,500 | 2,440,283 | 514,500 | 83,619 | 3,748,148 | | John P. Caulfield | 2023 | 432,462 | — | 814,735 | 300,000 | 62,970 | 1,610,167 | | Chief Financial Officer, | 2022 | 407,231 | — | 687,915 | 278,300 | 70,291 | 1,443,737 | | Executive Vice President | 2021 | 357,415 | 108,900 | 1,298,947 | 254,100 | 43,866 | 2,063,228 | | and Treasurer | | | | | | | | | Tanya E. Brady | 2023 | 397,646 | — | 489,664 | 228,000 | 48,685 | 1,163,995 | | General Counsel, | 2022 | 377,915 | — | 408,018 | 209,300 | 78,173 | 1,073,406 | | Chief Ethics & Compliance | 2021 | 364,438 | 78,750 | 1,141,150 | 183,750 | 37,375 | 1,805,463 | | Officer, Executive Vice | | | | | | | | | President and Secretary | | | | | | | |

  92. Summary Compensation Table

    (1)For 2021, represents amounts paid under the Annual Cash Incentive Program for the portion of the NEO’s annual bonus attributable to individual performance and paid in the following calendar year. For 2022 and 2023, while the structure of the bonus program remains unchanged, the portion of the NEO’s annual bonus attributable to individual performance, which is determined based on achievement of pre-determined objectives for each executive that are evaluated by the Compensation Committee, is reported under “Non-Equity Incentive Plan Compensation.” (2)Amounts reflect the grant date fair value of time-based and performance-based LTI Awards, including earned Class C Units attributable to the value of accrued distributions with respect to earned performance-based LTI Awards, under our annual LTI Program and the grant date fair value of the IPO Awards, in each case as computed in accordance with ASC 718. The time-based awards under our annual LTI Program were granted in 2023, 2022 and 2021 under the LTI Program for the immediately preceding fiscal year. IPO Awards were granted in July 2021 in connection with our IPO. The performance-based LTI Awards were awarded and granted in 2023, 2022 and 2021 under the LTI Program for such year. See “Compensation Discussion & Analysis - Long-Term Equity Incentive Program” for additional information regarding these awards. The Compensation Committee grants the maximum number of performance units that can be earned, representing 200% of target performance, and any performance units not earned are forfeited. The 2023 and 2022 LTI performance-based awards are earned solely on our Relative TSR, which is a market condition and not a performance condition. The grant date fair value per unit was calculated using a Monte Carlo simulation. The assumptions used in calculating the valuations for the 2022 and 2023 awards are set forth in Note 13 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. This amount is consistent with the estimate of aggregate compensation cost to be recognized by the Company over the three-year performance period of the award determined as of the grant date under ASC 718. The grant date fair value determined in accordance with ASC 718 shown above differs from the value of 2023 and 2022 LTI Awards approved by the Compensation Committee because the approved LTI Awards (both time-based and performance-based) were converted to the number of rights to common stock based on the closing stock price on the date of grant instead of the Monte Carlo simulation shown here. Class B Units and Class C Units are intended to qualify as profits interests in our Operating Partnership and, pursuant to our Operating Partnership’s partnership agreement, automatically convert on a one-for-one basis into OP Units once the Class B Units or Class C Units, as applicable, achieve parity with the OP Units (based on capital account balance per unit) and satisfy all applicable time-vesting and performance-vesting conditions. (3)For 2023 and 2022, represents amounts earned under the Annual Cash Incentive Program based on achievement of individual and Company performance metrics for the applicable year and paid in the following calendar year. (4)Amounts reported in the “All Other Compensation” column for 2023 include Company contributions to the 401(k) plan, distributions paid on unvested equity-based awards, and personal use of the Company’s leased aircraft, as shown in the following table:

  93. Summary Compensation Table

    | | 2024 PROXY STATEMENT | 45 |

  94. Summary Compensation Table

    | | | Distributions Paid on | | | | | Retirement Plan | Unvested Equity- | | | | Name | Contributions ($) | Based Awards ($)(a) | Perquisites ($)(b) | Total ($) | | Jeffrey S. Edison | 9,900 | 412,338 | 35,343 | 457,581 | | Devin I. Murphy | 9,900 | 74,785 | — | 84,685 | | Robert F. Myers | 9,900 | 126,135 | — | 136,035 | | John P. Caulfield | 9,204 | 53,766 | — | 62,970 | | Tanya E. Brady | 9,900 | 38,785 | — | 48,685 |

  95. Summary Compensation Table

    a.Includes distributions paid on Class B Units and Class C Units, and dividend equivalents paid on RSUs. See “Compensation Discussion and Analysis – Dividends and Distributions” for more information regarding dividends and distributions on RSUs. b.For Mr. Edison, this amount includes $35,343 for personal use of the Company’s leased aircraft, representing the incremental cost to the Company determined by multiplying the difference between the amount the Company pays per hour and the amount that Mr. Edison pays per hour for personal flights by the number of personal flight hours used by Mr. Edison in 2023. Occasionally, Mr. Edison’s spouse, family member, or other guests may be passengers on the Company’s leased aircraft when the aircraft is already scheduled for business use by Mr. Edison. There was no incremental cost to the Company associated with these additional passengers. See “Related Party Transactions—Agreements with Related Persons—Aircraft Leases” for more information on personal use of the aircraft.

  96. 2023 Grants of Plan-Based Awards

    2023 Grants of Plan-Based Awards The following table provides information about equity and non-equity incentive awards granted to NEOs in 2023:

  97. 2023 Grants of Plan-Based Awards

    | | | | | | | | | | All Other | Grant Date | | | | | Estimated Future Payouts Under | | | Estimated Future Payouts | | | Stock Awards: | Value of | | | | | Non-Equity Incentive Plan | | | Under Equity Incentive Plan | | | Number of | Stock and | | | | | Awards(1) | | | Awards(2) | | | Shares of | Option | | Name | Grant | Approval | Threshold | Target | Maximum | Threshold | Target | Maximum | Stock or Units | Awards | | | Date | Date | ($) | ($) | ($) | (#) | (#) | (#) | (#) | ($) | | Jeffrey S. Edison | | | 669,500 | 1,339,000 | 2,008,500 | | | | | | | | 3/1/23 | 3/1/23 | | | | 33,298 | 66,597 | 133,193 | | 3,036,800 | | | 3/1/23 | 3/1/23 | | | | | | | 36,011(3) | 1,137,587 | | Devin I. Murphy | | | 262,500 | 525,000 | 787,500 | | | | | | | | 3/1/23 | 3/1/23 | | | | 8,559 | 17,118 | 34,235 | | 780,558 | | | 3/1/23 | 3/1/23 | | | | | | | 11,080(3) | 317,885 | | Robert F. Myers | | | 262,500 | 525,000 | 787,500 | | | | | | | | 3/1/23 | 3/1/23 | | | | 8,559 | 17,118 | 34,235 | | 780,558 | | | 3/1/23 | 3/1/23 | | | | | | | 11,080(3) | 350,017 | | John P. Caulfield | | | 125,000 | 250,000 | 375,000 | | | | | | | | 3/1/23 | 3/1/23 | | | | 6,215 | 12,430 | 24,859 | | 566,785 | | | 3/1/23 | 3/1/23 | | | | | | | 7,849(3) | 247,950 | | Tanya E. Brady | | | 95,000 | 190,000 | 285,000 | | | | | | | | 3/1/23 | 3/1/23 | | | | 3,729 | 7,458 | 14,916 | | 340,085 | | | 3/1/23 | 3/1/23 | | | | | | | 4,735(3) | 149,579 |

  98. 2023 Grants of Plan-Based Awards

    (1)Amounts relate to the 2023 Annual Cash Incentive Program. The amounts actually paid in February 2024 are included in the Summary Compensation Table for 2023 in the Non-Equity Incentive Plan column and described in footnote 1 and 3 to that table. (2)The Compensation Committee grants the maximum number of performance units that can be earned, representing 200% of target performance, and any performance units not earned are forfeited. Represents performance-based LTI Awards awarded under the 2023 LTI Program in the form of Class C Units per the election of the executive officers, which covers performance during the three-year period January 1, 2023 through December 31, 2025. The performance-based LTI Awards were granted under our 2020 Omnibus Incentive Plan (the “2020 Plan”). The per unit amount utilized for the aggregate grant date fair value reported in the last column above represents the fair value of the awards determined as of the grant date under ASC 718. The aggregate grant date fair value for these awards is included in the Summary Compensation Table for 2023 in the “Stock Awards” column and described in footnote 2 to that table. (3)Represents the number of time-based LTI Awards granted in 2023 pursuant to awards under the 2022 LTI Program in the form of Class B Units per the election of the executive officers. These awards vest in four equal annual installments following the grant date, other than for Mr. Murphy, whose time-based LTI Award granted in 2023 was fully vested at grant date, in accordance with the Murphy Vesting Agreement. The time-based LTI Awards were granted under the 2020 Plan. The aggregate grant date fair value for these awards was determined as of the grant date under ASC 718 and is included in the Summary Compensation Table for 2023 in the “Stock Awards” column and described in footnote 2 to that table.

  99. 2023 Grants of Plan-Based Awards

    | | 2024 PROXY STATEMENT | 46 |

  100. 2023 Outstanding Equity Awards at Fiscal Year End

    2023 Outstanding Equity Awards at Fiscal Year End The following table sets forth information with respect to outstanding equity awards held by the NEOs as of December 31, 2023, with market value determined based on our closing stock price on December 29, 2023 (last trading day in 2023) of $36.48:

  101. 2023 Outstanding Equity Awards at Fiscal Year End

    | | | Stock Awards | | | | | | | | | Equity Incentive | Equity Incentive | | | | | | Plan Awards: | | | | | | Market Value of | Number of | Plan Awards: Market | | | | | | Unearned | or Payout Value of | | | | Number of Shares or | Shares or Units | Shares, Units or | Unearned Shares, | | | | | of Stock That | Other Rights | Units or Other | | Name | Date of Grant | Units of Stock That | Have Not | That Have Not | Rights That Have | | | | Have Not Vested (#) | Vested ($) | Vested (#) | Not Vested ($) | | Jeffrey S. Edison | 3/12/2019(1)** | | | — | — | | | 3/11/2020(2)* | 8,784 | 320,440 | | | | | 3/10/2021(3)** | 22,285 | 812,957 | | | | | 3/10/2021(4)** | 26,810 | 978,029 | | | | | 7/15/2021(5)** | 49,577 | 1,808,569 | | | | | 3/1/2022(6)** | 27,405 | 999,734 | | | | | 3/1/2022(7)** | | | 114,004 | 4,158,866 | | | 3/1/2023(8)** | 36,011 | 1,313,681 | | | | | 3/1/2023(9)** | | | 133,193 | 4,858,881 | | Devin I. Murphy | 3/12/2019(1)** | | | — | — | | | 3/1/2022(7)** | | | 35,078 | 1,279,645 | | | 3/1/2023(9)** | | | 34,235 | 1,248,893 | | Robert F. Myers | 3/11/2020(2)* | 2,703 | 98,605 | | | | | 3/10/2021(3)** | 6,857 | 250,143 | | | | | 3/10/2021(4)** | 8,249 | 300,924 | | | | | 7/15/2021(5)** | 26,695 | 973,834 | | | | | 3/1/2022(6)** | 8,433 | 307,636 | | | | | 3/1/2022(7)** | | | 35,078 | 1,279,645 | | | 3/1/2023(8)** | 11,080 | 404,198 | | | | | 3/1/2023(9)** | | | 34,235 | 1,248,893 | | John P. Caulfield | 3/11/2020(2)* | 1,226 | 44,724 | | | | | 3/10/2021(3)** | 2,515 | 91,747 | | | | | 3/10/2021(4)** | 3,328 | 121,405 | | | | | 7/15/2021(5)** | 16,949 | 618,300 | | | | | 3/1/2022(6)** | 3,402 | 124,105 | | | | | 3/1/2022(7)** | | | 24,846 | 906,382 | | | 3/1/2023(8)** | 7,849 | 286,332 | | | | | 3/1/2023(9)** | | | 24,859 | 906,856 | | Tanya E. Brady | 3/11/2020(2)* | 451 | 16,452 | | | | | 3/10/2021(3)** | 1,372 | 50,051 | | | | | 3/10/2021(4)** | 1,833 | 66,868 | | | | | 7/15/2021(5)** | 16,949 | 618,300 | | | | | 3/1/2022(6)** | 1,874 | 68,364 | | | | | 3/1/2022(7)** | | | 14,990 | 546,835 | | | 3/1/2023(8)** | 4,735 | 172,733 | | | | | 3/1/2023(9)** | | | 14,916 | 544,136 |

  102. 2023 Outstanding Equity Awards at Fiscal Year End

    * RSUs/Performance-based RSUs ** Class B Units/Class C Units (1)Special long-term incentive award (each a “Special LTI Award”) consisting of 452,489 Class C Units granted to Mr. Edison and 226,245 Class C Units grant to Mr. Murphy, in each case, in 2019, that will be earned, to the extent performance conditions are achieved, as of the last day of the performance period on March 31, 2026 and March 31, 2024, respectively. The number of Class C units that would have been earned as of December 31, 2023 had the performance period ended on such date is zero, and it was conclusively determined that the performance conditions for the Special LTI Award cannot be achieved under any circumstances. As a result of such determination and because the Special LTI Award does not include a threshold performance level, no amounts have been presented for the Special LTI Awards. (2)Remaining portion of time-based RSUs Units granted in March 2020 that vested on January 1, 2024. (3)Remaining portion of time-based Class B Units granted in March 2021 that vest in equal amounts over four years, beginning on January 1, 2022.

  103. 2023 Outstanding Equity Awards at Fiscal Year End

    | | 2024 PROXY STATEMENT | 47 |

  104. 2023 Outstanding Equity Awards at Fiscal Year End

    (4)Performance-based LTI Awards granted under the 2021 LTI Program were deemed earned at 80.2% of target opportunity based on performance through December 31, 2023, the last day of the performance period. Half of the earned units vested on December 31, 2023 (or, in the case of Mr. Murphy, the earned units vested in full on December 31, 2023) and the remaining half, which are reported in the “Shares or Units of Stock That Have Not Vested” column, will vest on December 31, 2024. The value as of December 31, 2023 of the earned, vested and paid portion of the 2021 performance-based LTI Awards is reported in the 2023 Stock Vested Table Below. (5)Remaining portion of time-based Class B Units granted in July 2021 that vest in full on July 15, 2024. (6)Remaining portion of time-based Class B Units granted in March 2022 that vest in equal amounts over four years, beginning on March 1, 2023. (7)Performance-based LTI Awards granted under the 2022 LTI Program that will be earned, to the extent performance conditions are achieved, as of December 31, 2024, the last day of the performance period. Half of the earned units will vest on December 31, 2024 and half will vest on December 31, 2025 (or, in the case of Mr. Murphy, the earned units will vest in full on December 31, 2024). In accordance with SEC rules, the number of units and the corresponding market value reflect actual performance through 2023, which was above the target level and below the maximum level and is therefore reported at the maximum level. (8)Time-based Class B Units granted in March 2023 that vest in equal amounts over four years, beginning on March 1, 2024. (9)Performance-based LTI Awards granted under the 2023 LTI Program that will be earned, to the extent performance conditions are achieved, as of December 31, 2025, the last day of the performance period. Half of the earned units will vest on January 1, 2026 and half will vest on January 1, 2027 (or, in the case of Mr. Murphy, the earned units will vest in full on December 31, 2025). In accordance with SEC rules, the number of units and the corresponding market value reflect actual performance through 2023, which was above the target level and below the maximum level and is therefore reported at the maximum level.

  105. 2023 Stock Vested

    2023 Stock Vested The following table sets forth summary information regarding the vesting during 2023 of LTI Awards and/or RSUs held by our NEOs. None of the NEOs held or exercised any stock options in 2023.

  106. 2023 Stock Vested

    | | Stock Awards | | | | Number of OP Units/Shares | Value Realized | | Name | Acquired on Vesting (#) | on Vesting ($)(1)(2) | | Jeffrey S. Edison | 166,451 | 5,770,687 | | Devin I. Murphy | 101,307 | 3,563,761 | | Robert F. Myers | 63,694 | 2,194,299 | | John P. Caulfield | 30,541 | 1,048,390 | | Tanya E. Brady | 24,564 | 838,058 |

  107. 2023 Stock Vested

    (1)Represents the value realized on vesting as calculated by multiplying the number of shares or units that vested by the closing market price of our common stock on the applicable vesting date. (2)In addition to time-vesting Class B units and time-vesting RSUs that vested during 2023, amounts shown include Class C Units and/or RSUs under our 2020 and 2021 LTI Programs that satisfied both the applicable performance-vesting condition and applicable time-vesting condition as of December 31, 2023.

  108. Payments Upon Termination or Change in Control

    Payments Upon Termination or Change in Control

  109. Quantification of Payments Upon Termination or Change in Control

    Quantification of Payments Upon Termination or Change in Control The following table provides information regarding certain potential payments that would have been made to the NEOs if the triggering event occurred on December 31, 2023, the last day of the fiscal year, based on the value of a share of our common stock on such date, where applicable. If a triggering event would actually occur, the amounts actually received will vary based on factors such as the timing during the year of such triggering event and the estimated value per share of our common stock.

  110. Quantification of Payments Upon Termination or Change in Control

    | | | | Termination | | Change in | Change in | | | | | for Good | Death or | Control | Control | | | | Retirement | Reason or | | without | with | | Name | Benefit | | not for Cause | Disability | Termination | Termination | | | | ($) | ($) | ($) | ($) | ($) | | Jeffrey S. Edison | Severance Pay | - | 5,138,907 | 1,606,800 | - | 6,423,633 | | | Health Care Benefits(1) | - | 31,140 | - | - | 38,926 | | | Time-based Equity Acceleration | - | 4,671,738 | 4,671,738 | - | 5,661,842 | | | Performance-based Equity Acceleration | - | 5,611,682 | 5,611,682 | - | 10,237,236 | | | Total | - | 15,453,467 | 11,890,220 | - | 22,361,637 | | Devin I. Murphy | Severance Pay | - | 1,763,020 | 630,000 | - | 2,350,693 | | | Health Care Benefits(1) | - | 23,355 | - | - | 31,140 | | | Time-based Equity Acceleration | - | - | - | - | - | | | Performance-based Equity Acceleration | - | 416,273 | 416,273 | - | 1,248,893 | | | Total | - | 2,202,648 | 1,046,273 | - | 3,630,726 | | Robert F. Myers | Severance Pay | - | 1,763,020 | 630,000 | - | 2,350,693 | | | Health Care Benefits(1) | - | 37,282 | - | - | 49,709 | | | Time-based Equity Acceleration | - | 1,854,862 | 1,854,862 | - | 2,159,507 | | | Performance-based Equity Acceleration | - | 1,644,628 | 1,644,628 | - | 2,903,772 | | | Total | - | 5,299,792 | 4,129,490 | - | 7,463,681 | | John P. Caulfield | Severance Pay | - | 1,123,150 | 300,000 | - | 1,497,533 | | | Health Care Benefits(1) | - | 34,706 | - | - | 46,274 | | | Time-based Equity Acceleration | - | 1,026,511 | 1,026,511 | - | 1,211,063 | | | Performance-based Equity Acceleration | - | 1,057,884 | 1,057,884 | - | 1,964,594 | | | Total | - | 3,242,251 | 2,384,395 | - | 4,719,464 | | Tanya E. Brady | Severance Pay | - | 949,900 | 228,000 | - | 1,266,533 | | | Health Care Benefits(1) | - | 11,748 | - | - | 15,664 | | | Time-based Equity Acceleration | - | 841,740 | 841,740 | - | 950,924 | | | Performance-based Equity Acceleration | - | 629,316 | 629,316 | - | 1,174,364 | | | Total | - | 2,432,704 | 1,699,056 | - | 3,407,485 |

  111. Quantification of Payments Upon Termination or Change in Control

    (1)Represents the aggregate present value of continued participation in the Company’s group health insurance coverage based on the portion of the premiums payable by the Company during the eligible period. The eligible period for a termination without Cause or resignation for Good Reason, in either case, not in connection with a Change in Control, is 24 months for Mr. Edison and 18 months for all other NEOs. The eligible period for a Change in Control with termination without Cause or resignation for Good Reason is 30 months for Mr. Edison and 24 months for all other NEOs. The amounts reported may ultimately be lower if the NEO is no longer eligible to receive benefits, which could occur upon obtaining other employment and becoming eligible for group health insurance coverage through the new employer.

  112. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the following information regarding the ratio of the annual total compensation of our Chairman and CEO, Mr. Edison, to the annual total compensation of our median employee. As reported in the Summary Compensation Table, our CEO had annual total compensation for 2023 of $7,146,228. Using this Summary Compensation Table methodology, the annual total compensation of our median employee for 2023 was $124,925. As a result, we estimate that the ratio of our CEO’s annual total compensation to that of our median employee for fiscal year 2023 was 57.2 to 1. We believe that our compensation philosophy should be consistent and internally equitable to motivate our associates to create stockholder value. We are committed to internal pay equity, and our Compensation Committee monitors the relationship between the pay that our CEO receives and the pay that all of our other associates receive.

  113. CEO PAY RATIO

    | | 2024 PROXY STATEMENT | 50 |

  114. CEO PAY RATIO

    We identified the median employee in 2023 based on the pool of full-time individuals who were employed by us on December 31, 2023. Employees on leave of absence were excluded from the list and reportable wages were annualized for those employees who were not employed for the full calendar year. The compensation of this pool of employees was calculated using the Summary Compensation Table methodology. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules, based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Accordingly, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may use different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  115. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE The following table sets forth information concerning the compensation of our NEOs for each of the fiscal years ended December 31, 2023, 2022, 2021, and 2020, and our financial performance for each such fiscal year:

  116. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table Total for Principal Executive Officer (“PEO”) ($) | Compensation Actually Paid to PEO ($)(1) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($ in thousands) | Adjusted FFO per Share ($)(3) | | | | | | | TSR ($) | Peer Group TSR ($)(2) | | | | 2023 | 7,146,228 | 9,352,243 | 1,882,586 | 2,408,214 | 142 | 111 | 63,762 | 1.88 | | 2022 | 6,847,851 | 6,720,807 | 1,840,005 | 1,829,604 | 120 | 102 | 54,529 | 1.82 | | 2021 | 8,807,044 | 12,491,228 | 3,032,600 | 3,704,836 | 120 | 120 | 17,233 | 1.79 | | 2020 | 5,517,111 | 2,724,038 | 1,216,499 | 781,462 | N/A | N/A | 5,462 | 1.69 |

  117. PAY VERSUS PERFORMANCE

    (1)Amounts represent compensation actually paid to our PEO and the average compensation actually paid to our remaining NEOs for the relevant fiscal year, as determined under SEC rules (and described below), which includes the individuals indicated in the table below for each fiscal year. An IPO Award was granted to all PECO associates at the time of our IPO in 2021, with a grant date fair value of $28.00 per share awarded. These awards are one-time in nature and the values reflected above include the change in fair value from time of grant to end of period. The change in our closing share prices for each period end is noted below in footnote “c.”

  118. PAY VERSUS PERFORMANCE

    | Year | PEO | Non-PEO NEOs | | 2023 | Jeffrey S. Edison | Devin I. Murphy, Robert F. Myers, John P. Caulfield, and Tanya E. Brady | | 2022 | Jeffrey S. Edison | Devin I. Murphy, Robert F. Myers, John P. Caulfield, and Tanya E. Brady | | 2021 | Jeffrey S. Edison | Devin I. Murphy, Robert F. Myers, John P. Caulfield, and Tanya E. Brady | | 2020 | Jeffrey S. Edison | Devin I. Murphy, Robert F. Myers, John P. Caulfield, and Tanya E. Brady |

  119. PAY VERSUS PERFORMANCE

    Compensation actually paid to our NEOs represents the “Total” compensation reported in the Summary Compensation Table for the applicable fiscal year, adjusted as follows:

  120. PAY VERSUS PERFORMANCE

    | | 2024 PROXY STATEMENT | 51 |

  121. PAY VERSUS PERFORMANCE

    | | 2023 | | 2022 | | 2021 | | 2020 | | | Adjustments | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | PEO | Average Non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | $(4,174,387) | $(883,354) | $(4,137,071) | $(880,326) | $(5,802,345) | $(2,018,831) | $(2,924,995) | $(357,334) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End (a) (b) | 4,646,629 | 893,948 | 3,897,659 | 808,373 | 6,957,596 | 2,233,620 | 2,305,739 | 281,682 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date (a) | — | 93,598 | 507,744 | 153,753 | 114,155 | 134,122 | — | — | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End (a) (c) | 1,262,886 | 267,755 | (404,435) | (100,186) | 2,134,697 | 293,502 | (2,069,632) | (334,456) | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date (a) | 470,887 | 153,681 | 9,059 | 7,985 | 280,081 | 29,823 | (104,185) | (24,929) | | Total Adjustments | $2,206,015 | $525,628 | $(127,044) | $(10,401) | $3,684,184 | $672,236 | $(2,793,073) | $(435,037) |

  122. PAY VERSUS PERFORMANCE

    a.Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely time-vesting RSUs/Class B Units, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for performance-based 2020 and 2021 RSUs/Class C Units (excluding any market-based awards), the same valuation methodology as time-vesting RSUs/Class B Units above except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; and (iii) for 2022 and 2023 market-based performance awards, the fair value is calculated by a Monte Carlo simulation model as of the applicable year-end date(s). For additional information on the valuation assumptions, please refer to Note 13 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. b.The material differences in assumptions from the grant date values are as follows: (i) Monte Carlo valuation as of December 31, 2023 and 2022, was $35.79 and $31.04, respectively for time-vesting LTIPs, compared to $31.59 and $29.46, respectively at grant date; and $25.21 and $24.24, respectively for performance-based LTIPs, compared to $22.80 and $22.31, respectively at grant date; and (ii) changes in the probability assumptions and closing price per share as of December 31, 2021 and December 31, 2020. The 2020 performance-based LTIPs had a probable outcome at grant date of 100% compared to 170% and 175% at December 31, 2022 and 2021, respectively. The 2021 performance-based LTIPs had a probable outcome at grant date of 100% compared to 95% and 100% at December 31, 2023 and 2022, respectively. c.Closing price per share as of December 31, 2023, 2022, 2021, 2020, and 2019 was $36.48, $31.84, $33.04, $26.25, and $33.30, respectively. (2)For the relevant fiscal year, represents the average TSR (the “Peer Group TSR”) for the following peer companies: Acadia Realty Trust; American Assets Trust, Inc.; Brixmor Property Group Inc.; Federal Realty Investment Trust; InvenTrust Properties Corp.; Kimco Realty Corporation; Kite Realty Group Trust; Regency Centers Corporation; Retail Opportunity Investments Corp.; SITE Centers Corp.; and Spirit Realty Capital, Inc. (the “Peer Group”) with an initial investment of $100 on July 15, 2021, the first day on which our common stock began trading on Nasdaq. (3)Adjusted FFO is a non-GAAP measure calculated from Nareit FFO and Core FFO. Nareit FFO is a non-GAAP financial performance measure that is widely recognized as a measure of REIT operating performance and Core FFO includes certain non-comparable items that affect our performance over time. We believe Adjusted FFO provides further insight into our portfolio performance by focusing on the revenues and expenditures directly involved in our operations and the management of our entire real estate portfolio. For a reconciliation of how we calculate Nareit FFO, Core FFO, Adjusted FFO, and Same-Center NOI from GAAP Net Income, please see Annex A.

  123. Relationship Between Compensation Actually Paid and Performance

    Relationship Between Compensation Actually Paid and Performance The graphs below compare the compensation actually paid to our PEO and the average of the compensation actually paid to our remaining NEOs, with (i) our cumulative TSR and our Peer Group TSR, in each case, for the fiscal years ended December 31, 2021, 2022, and 2023; and (ii) our net income and (iii) our Adjusted FFO, in each case, for the fiscal years ended December 31, 2020, 2021, 2022, and 2023. TSR amounts reported in the graph assume an initial fixed investment of $100, and that all dividends, if any, were reinvested. Our common stock began trading on Nasdaq on July 15, 2021, and thus all TSR amounts are calculated with the $100 investment using the closing market price of our common stock on its first day of trading.

  124. Relationship Between Compensation Actually Paid and Performance

    | | 2024 PROXY STATEMENT | 52 |

  125. Relationship Between Compensation Actually Paid and Performance

    | | 2024 PROXY STATEMENT | 53 |

  126. Important Financial Performance Measures for Pay Versus Performance

    Important Financial Performance Measures for Pay Versus Performance We believe the following performance measures represent the most important financial performance measures used by us to link compensation actually paid to our NEOs for the fiscal year ended December 31, 2023: •Adjusted FFO per share; •Same-Center NOI growth; •Relative TSR; •Leased occupancy for our portfolio; •ABR per leased square foot growth; and •Net acquisition activity. For additional details regarding our most important financial performance measures, please see the sections titled “2023 Annual Cash Incentive Program” and “Long-Term Equity Incentive Program” in our Compensation Discussion and Analysis (CD&A) above in this Proxy Statement. The information and statements contained in the PAY VERSUS PERFORMANCE section shall not be deemed incorporated by reference by any general statement incorporating by reference this Proxy Statement into any filing under the Securities Act or the Exchange Act, except to the extent that the Company specifically incorporates this information by reference, and shall not otherwise be deemed filed under the Securities Act or Exchange Act.

  127. Important Financial Performance Measures for Pay Versus Performance

    | | 2024 PROXY STATEMENT | 54 |

  128. Tax Protection Agreements

    Tax Protection Agreements We, the Operating Partnership, and certain persons who are limited partners of the Operating Partnership, or the protected partners, entered into a tax protection agreement (the “2017 TPA”) on October 4, 2017 in connection with the closing of the October 2017 transaction pursuant to which we internalized our management structure through the acquisition of certain real estate assets and the third-party investment management business of Phillips Edison Limited Partnership (“PELP”), in exchange for OP units and cash (the “PELP Transaction”). The 2017 TPA requires the indemnification of the protected partners for tax liabilities in certain instances, as detailed below. As a result of our effective tax planning and use of tax-deferred exchanges under Section 1031 (“Section 1031 Exchanges”) of the Code, no liability under the 2017 TPA has been incurred to date. We believe that we will either (i) continue to own and operate the remaining protected properties or (ii) be able to successfully complete Section 1031 Exchanges (unless

  129. Tax Protection Agreements

    | | 2024 PROXY STATEMENT | 62 |

  130. Tax Protection Agreements

    there is a change in applicable law) or complete other tax efficient transactions to avoid any liability under the 2017 TPA during the term of the 2017 TPA. In accordance with the 2017 TPA, if, during the period beginning on October 4, 2017 and ending on October 4, 2027, or the tax protection period, the Operating Partnership: (i) without the written approval of the “Partners’ Representative” (as defined in the 2017 TPA), (A) sells, exchanges, transfers or otherwise disposes of certain properties in a transaction that would result in the recognition of taxable income or gain by any protected partner under Section 704(c) of the Code, or (B) undertakes any merger, combination, consolidation or similar transaction (including a transfer of all or substantially all assets), or a fundamental transaction, that would result in the recognition of taxable income or gain by any protected partner; or (ii) fails (without the written approval of the Partners’ Representative) to maintain certain minimum levels of indebtedness that would be allocable to each protected partner for tax purposes or, under certain circumstances, to offer the protected partners the opportunity to guarantee certain types of the Operating Partnership’s indebtedness, then the Operating Partnership will pay each affected protected partner cash equal to the estimated applicable “make whole amount.” The “make whole amount” applicable to a transfer or transaction described in clause (i) above is generally equal to the sum of (1) the product of the applicable amount of income or gain recognized by the protected partner in respect of such transfer or transaction, multiplied by an assumed tax rate (based on the highest combined statutory U.S. federal and state tax rate), plus (2) a tax gross-up amount. The “make whole amount” applicable to a breach by the Operating Partnership of the obligations described in clause (ii) above is generally equal to the sum of (1) the product of the amount of income or gain recognized by the protected partner by reason of such breach, multiplied by an assumed tax rate, plus (2) a tax gross-up amount. As of December 31, 2023, 28 of our 281 wholly-owned properties, four outparcels, and the land under which one of our properties is located, comprising approximately 10.5% of our annualized base rent, are subject to the protection described in clause (i) above, and the potential “make-whole amount” on the estimated aggregate amount of built-in gain subject to such protection is approximately $122.7 million. Additionally, in the event a fundamental transaction occurs during the tax protection period in which the Company or the Operating Partnership is acquired by, or merged with or into, certain acquiror entities, each protected partner shall be provided with certain choices of consideration for each of their OP units, including (i) the same consideration that is paid with respect to each share of our common stock and (ii) units of partnership interest in certain acquiror partnerships. During the tax protection period, if a protected partner elects to receive the units described in clause (ii) in the preceding sentence and the Company, the Operating Partnership or their successors fail (without the written approval of the Partners’ Representative) to comply with certain equity, leverage or distribution obligations, then to the extent any protected partner elects to, or is required to, receive the consideration payable with respect to the redemption, exchange or other liquidity rights relating to such units, the Operating Partnership will pay each affected protected partner an amount of cash equal to the estimated applicable “make whole amount.” The “make whole amount” applicable to such transaction is generally equal to the sum of (1) the product of the amount of income or gain recognized by the protected partner in respect of such transaction, multiplied by an assumed tax rate, plus (2) a tax gross-up amount. We and the Operating Partnership entered into an additional tax protection agreement (the “2021 TPA”) on July 19, 2021 with Mr. Edison, Mr. Murphy and Mr. Myers, which will become effective upon the expiration of the 2017 TPA. The 2021 TPA generally has the following terms: (i) the 2021 TPA will severally provide to Mr. Edison, Mr. Murphy and Mr. Myers the same protection provided under the 2017 TPA until 2031, so long as (a) Mr. Edison, Mr. Murphy or Mr. Myers (or their permitted transferees), as applicable, individually owns at least 65% of the OP units owned by him as of July 19, 2021 and (b) in the case of Mr. Murphy or Mr. Myers, Mr. Edison individually owns at least 65% of the OP units owned by him as of July 19, 2021; and (ii) following the expiration of the four-year tax protection period under the 2021 TPA in 2031, for so long as Mr. Edison holds at least $5 million in value of OP units, (a) Mr. Edison will have the opportunity to guarantee debt of the Operating Partnership or enter into a “deficit restoration” obligation, and (b) the Operating Partnership will provide reasonable notice to Mr. Edison before effecting a significant transaction reasonably likely to result in the recognition of more than one-third of the built-in gain allocated to Mr. Edison that was protected under the 2017 TPA as of July 19, 2021, and will consider in good faith any proposal made by Mr. Edison relating to structuring such transaction in a manner to avoid or mitigate adverse tax consequences to him; provided, however, that any such proposal by Mr. Edison would not, in the sole discretion of the Board, adversely affect or be reasonably likely to adversely affect the Company (including with respect to the timing or certainty of closing of any such transaction). The Operating Partnership has no obligation to ensure that the counterparty in a transaction accepts any alternative structure proposed by Mr. Edison.

  131. Tax Protection Agreements

    | | 2024 PROXY STATEMENT | 63 |

  132. Tax Protection Agreements

    Mr. Edison is a protected partner and the “Partners’ Representative” under the 2017 TPA and the 2021 TPA. Mr. Murphy and Mr. Myers are also protected partners under the 2017 TPA and the 2021 TPA. As Ms. Wang is the daughter of Mr. Edison, each of the transactions described above involving Mr. Edison may be considered related party transactions with respect to Ms. Wang.